EXHIBIT 10.15
FORM OF
COMMON STOCK OPTION SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (this "Agreement") is made as of June 17, 1997,
by and between Falcon Building Products, Inc., a Delaware corporation ( the
"Company") and _____ (the "Employee").
RECITALS
A. Pursuant to one or more option agreements (the "Option Agreements")
issued under the Falcon Building Products, Inc. 1994 Stock Option and Restricted
Share Plan (the "1994 Plan"), the Company issued Employee options to purchase
_______ shares of the Company's common stock par value $.01 per share (the
"Common Stock");
B. The Company has entered into an Agreement and Plan of Merger pursuant
to which the Company will merge with another corporation and fifty (50) percent
or more of the voting stock of the surviving corporation will be held by persons
other than former stockholders of the corporation (the "Merger"), and pursuant
to which the fair market value of the Common Stock has been determined to be
$17.75 per share;
C. Pursuant to the terms of the 1994 Plan, Employee's options will vest
on the closing date of the Merger; and
D. The Company and Employee desire to cancel the Option Agreements in
exchange for payment of the difference between the exercise price and the fair
market value of the Common Stock covered by such Option Agreements on the date
hereof.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and of the mutual
covenants and agreements contained herein, the Company and Employee agree as
follows:
1. PAYMENT TO EMPLOYEE. The Company shall pay Employee _______ by check.
2. CANCELLATION OF OPTION AGREEMENTS. The Option Agreements are hereby
terminated and shall be of no further force and effect. Employee hereby waives
all rights granted
under the 1994 Plan including, but not limited to, rights under the Option
Agreements to purchase Common Stock.
3. REPRESENTATION AND WARRANTIES.
3.1 Employee represents, warrants and covenants to the Company that:
(1) Employee has not exercised any portion of the Options
evidenced by the Option Agreements;
(2) Employee has not assigned, pledged, transferred or otherwise
disposed of the Option Agreements, or any interest therein, to any other person;
(3) Employee has the full right and power to execute, deliver,
exercise, and perform his obligation under this Agreement, and upon the
execution and delivery hereof, this Agreement will constitute a legal, valid and
binding agreement of Employee, enforceable against him in accordance with its
terms.
3.2 The Company represents and warrants to Employee that the Company
has the full right and power to execute, deliver and perform its obligations
pursuant to this Agreement; and upon execution and delivery hereof, this
Agreement will constitute a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its term.
4. WITHHOLDING. If the Company determines, in its reasonable discretion
that it is obligated to withhold an amount on account of any federal, state or
local tax imposed as a result of the transaction contemplated by this Agreement
including, without limitation, any federal, state or income tax, or any
F.I.C.A., state disability insurance tax or other employment tax, then the
Company may withhold such amount from the amount paid pursuant to Section 1,
hereof, or Employee shall promptly pay such amount to the Company in cash or by
cashier's check payable to the Company.
5. MISCELLANEOUS.
5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties and obligations of the parties hereto shall survive the termination
of the Option Agreements and payment therefor.
5.2 BINDING UPON SUCCESSORS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns.
5.3 COUNTERPARTS. This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one document. A photocopy of this Agreement
may be used in lieu of an original in any action or proceeding brought to
enforce or construe this Agreement.
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5.4 FURTHER ASSURANCES. The parties shall take such acts and execute
such other documents as the other party may reasonably request to fulfill the
purposes of this Agreement.
IN WITNESS WHEREOF, Employee has executed this Agreement, and the Company
has caused this agreement to be executed by its duly authorized representative;
all as of the date first above written.
EMPLOYEE: COMPANY:
Falcon Building Products, Inc.,
a Delaware Corporation
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OPTION TERMINATION AGREEMENTS SCHEDULE
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Number Payment Number Payment
Holder of Shares Amount Holder of Shares Amount
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XXXXX, XXXXXXX 56,600 $373,095.00 XXXX, XXXXXXX 136,600 $902,447.00
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XXXXX, XXX 102,200 675,618.00 XXXXX, XXXXXX 6,000 45,420.00
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XXXXXXXXXX, XXXX 10,000 51,900.00 XXX, XXXXXXXX 56,850 378,565.50
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XXXXXXX, XXX 102,200 675,618.00 XXXXXXX, XXXXXXX 15,000 77,850.00
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XXXXXX, XXXXX 10,300 66,484.00 XXXXX, XXXXXXX 6,100 42,789.00
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XXXXXXXX, XXX 6,000 42,400.00 XXXXXXXX, XXXXXXX 5,000 77,850.00
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XXXXXX, XXX 10,000 66,420.00 XXXXXXXXX, XXXXXX 6,000 42,400.00
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XXXXXXXX, XXX 10,000 51,900.00 XXXXXXXX, XXXX 10,700 69,579.00
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XXXX, XXXXXXXX 6,000 42,400.00 XXX, XXXXXXX 4,000 27,400.00
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XXXXX, XXXXXX 47,400 301,176.00 XXXXXXX, XXXXXX 2,000 12,420.00
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XXXXXXXX JR., E. 20,000 148,130.00 XXXXXXX, XXXXXX 10,000 66,420.00
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XXXXXXX, XXXX 54,450 361,936.50
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XXXXXXX, XXXX 10,900 73,939.00
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